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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) |
1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) |
5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) |
6. Date Exercisable and Expiration Date (Month/Day/Year) |
7. Title and Amount of Underlying Securities (Instr. 3 and 4) |
8. Price of Derivative Security (Instr. 5) |
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) |
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Class B (convertible) Common Stock | (1) | 07/14/2006 | J(2) | 4,050,000 | (1) | (1) | Class A Common Stock | 4,050,000 | $ 0 | 0 | I | by Trust (2) | |||
Class B (convertible) Common Stock | (1) | 07/14/2006 | J(3) | 1,350,000 | (1) | (1) | Class A Common Stock | 1,350,000 | $ 0 | 1,350,000 | I | by Trust (3) | |||
Class B (convertible) Common Stock | (1) | 07/14/2006 | J(4) | 1,350,000 | (1) | (1) | Class A Common Stock | 1,350,000 | $ 0 | 0 | I | by Trust (4) | |||
Class B (convertible) Common Stock | (1) | 07/14/2006 | J(5) | 1,350,000 | (1) | (1) | Class A Common Stock | 1,350,000 | $ 0 | 1,350,000 | I | by Trust (5) | |||
Class B (convertible) Common Stock | (1) | (1) | (1) | Class A Common Stock | 4,908,232 | 4,908,232 | D | ||||||||
Class B (convertible) Common Stock | (1) | (1) | (1) | Class A Common Stock | 667,368 | 667,368 (6) | I | by Partnership (7) | |||||||
Class B (convertible) Common Stock | (1) | (1) | (1) | Class A Common Stock | 5,431,712 | 5,431,712 (6) | I | by Partnership (8) | |||||||
Class B (convertible) Common Stock | (1) | (1) | (1) | Class A Common Stock | 147,432 | 147,432 (6) | I | by Trust (9) | |||||||
Class B (convertible) Common Stock | (1) | (1) | (1) | Class A Common Stock | 1,000,000 | 1,000,000 | I | by GRAT (10) |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
SANDS RICHARD C/O CONSTELLATION BRANDS, INC. 370 WOODCLIFF DRIVE, SUITE 300 FAIRPORT, NY 14450 |
X | X | Chairman of Board & CEO |
Richard Sands | 07/18/2006 | |
**Signature of Reporting Person | Date |
* | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
(1) | Shares of Class B Common Stock are convertible into shares of Class A Common Stock of the Issuer on a one-to-one basis at any time at the option of the holder. The ticker symbol for Class B Common Stock is STZ.B. |
(2) | Reflects the transfer of an aggregate of 4,050,000 shares of Class B Common Stock previously held by a trust for the benefit of the grandchildren of Marvin Sands (the "Grandchildren's Trust") to each of the Richard Sands Children's Trust, Robert Sands Children's Trust and Laurie Sands Children's Trust in equal amounts of 1,350,000 shares. The reporting person, an adult child of Marvin Sands, serves as co-trustee of the Grandchildren's Trust. |
(3) | Reflects the acquisition of 1,350,000 shares of Class B Common Stock by the Richard Sands Children's Trust for which the reporting person serves as trustee. |
(4) | Reflects the disposition of 1,350,000 shares of Class B Common Stock by the Richard Sands Children's Trust for which the reporting person serves as trustee. |
(5) | Reflects the acquisition of 1,350,000 shares of Class B Common Stock by the Richard Sands Heir's Trust for which the reporting person serves as trustee. |
(6) | Except to the extent that the reporting person has a direct or indirect pecuniary interest in securities owned by the applicable partnership or limited liability company, the reporting person disclaims beneficial ownership with respect to securities held in this manner. This report shall not be deemed an admission that the reporting person is the beneficial owner of such securities for the purposes of Section 16 or any other purpose. |
(7) | Held by M, L, R & R ("MLR&R"), a general partnership of which the reporting person is a general partner and in which he has a pecuniary interest. The reporting person is a beneficiary and trustee of The Marvin Sands Master Trust, which is also a partner in MLR&R. |
(8) | Held by CWC Partnership I, a general partnership of which the reporting person is a managing partner and in which he has a pecuniary interest. |
(9) | Held by the reporting person as trustee of The Marvin Sands Master Trust. |
(10) | These shares are held by a grantor retained annuity trust for which the reporting person serves as trustee. |